As filed with the Securities and Exchange Commission on February 28, 1997
1940 Act File No. 811-2589
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 20 [ X ]
EATON VANCE SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices)
(617) 482-8260
(Registrant's Telephone Number including Area Code)
Alan R. Dynner
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
<PAGE>
Throughout this Registration Statement, information concerning Tax-Managed
Growth Portfolio (the "Portfolio") (File No. 811-7409) is incorporated by
reference from Amendment No. 33 to the Registration Statement of Eaton Vance
Mutual Funds Trust (File No. 2-90946 under the Securities Act of 1933 (the "1933
Act")) (the "Amendment"), which was filed electronically with the Securities and
Exchange Commission on January 30, 1997 (Accession No. 0000950156-97-000105).
The Amendment contains the prospectus and statement of additional information
("SAI") of EV Marathon Tax-Managed Growth Fund (the "Feeder Fund"), which
invests substantially all of its assets in the Portfolio.
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. GENERAL DESCRIPTION OF REGISTRANT
(a) (i) The Registrant is an open-end diversified management investment
company organized on June 24, 1996, as a business trust under the laws of the
Commonwealth of Massachusetts. The Registrant has established and designated
seven separate series of shares. This registration statement relates to the
series designated Vance Sanders Exchange Fund (the "Fund"). The Fund is the
successor to Vance, Sanders Exchange Fund (a California Limited Partnership)
(the "Partnership") which commenced operations in 1975.
(ii) The investment objective of the Fund is to achieve long-term,
after-tax returns for its shareholders through investing in a diversified
portfolio of equity securities. This objective is nonfundamental but the
Trustees intend to submit any proposed change which would be material to
shareholders for approval.
Prior to September 3, 1996, the Fund invested directly in a portfolio of
securities. Information provided herein for prior periods reflects this
investment practice. Commencing on September 3, 1996, the Fund seeks to achieve
its investment objective by investing in the Portfolio. Registrant incorporates
by reference information concerning the Portfolio's investment objective and
investment practices from "The Fund's Investment Objective" and "Investment
Policies and Risks" in the Feeder Fund prospectus.
Item 5. MANAGEMENT OF THE FUND
(a) The Board of Trustees has overall responsibility for management of the
Registrant.
(b), (c) and (g) Registrant incorporates by reference information
concerning the Portfolio's management from "Management of the Fund and the
Portfolio" in the Feeder Fund prospectus.
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(d) Eaton Vance Management ("Eaton Vance" or the "Administrator") acts as
Administrator of the Fund, but currently receives no compensation for providing
administrative services to the Fund. Under its agreement with the Registrant,
Eaton Vance has been engaged to administer the Fund's affairs, subject to the
supervision of the Board of Trustees, and shall furnish for the use of the Fund
office space and all necessary office facilities, equipment and personnel for
administering the affairs of the Fund.
(e) The transfer and dividend disbursing agent is First Data Investor
Services Group, P.O. Box 5123, Westborough, MA 01581-5123 (the "Transfer
Agent").
(f) The Fund's ratio of expenses to average net assets for the periods
ended August 31, 1996 and October 31, 1996, respectively were 0.71% and 0.70%,
annualized.
Item 6. CAPITAL STOCK AND OTHER SECURITIES
(a)(i), (ii) and (iii) The Registrant may issue an unlimited number of
shares of beneficial interest (no par value per share) in one or more series
(such as the Fund). Each share of the Fund represents an equal proportionate
beneficial interest in the Fund. When issued and outstanding, the shares are
fully paid and nonassessable by the Trust. Shareholders are entitled to one vote
for each full share held. Fractional shares may be voted proportionately. Shares
have no preemptive or conversion rights and are freely transferable. In the
event of the liquidation of the Fund, shareholders are entitled to share pro
rata in the net assets of the Fund available for distribution to shareholders.
Registrant incorporates by reference information concerning interests in
the Portfolio's from "Organization of the Fund and the Portfolio" in the Feeder
Fund prospectus.
(b) Not applicable
(c) Not applicable
(d) The other six series of the Registrant (which have not yet commenced
operations) are Capital Exchange Fund, Depositors Fund of Boston,
Diversification Fund, The Exchange Fund of Boston, Fiduciary Exchange Fund and
Second Fiduciary Exchange Fund. These series have no preference over the
securities being offered.
(e) Shareholder inquiries should be forwarded to the Registrant's office at
24 Federal Street, Boston, Massachusetts 02110.
(f) Distributions from net investment income are paid at least quarterly.
These distributions are paid in shares of the Fund computed at net asset value,
subject to an option to each shareholder to elect to be paid in cash. Net
realized long-term capital gains are retained by the Registrant as described
below.
(g)(i) Since the Fund intends to distribute substantially all of its net
investment income to shareholders, it is not expected that the Fund will be
required to pay any federal income taxes on such income. However, shareholders
of the Fund normally will have to pay federal income taxes and any state or
local taxes, on distributions from investment income.
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(ii) Since the Registrant retains any net realized long-term capital gain
and pays the federal tax thereon, shareholders include in their personal federal
income tax return their proportionate share of such gains (as allocated by the
Portfolio to the Fund), take a credit for the payment of taxes thereon and
increase the tax cost basis of their shares by an amount equal to such gains
less the taxes paid. The Fund provides each shareholder with information
regarding the shareholder's federal income tax treatment of any undistributed
realized long-term capital gain retained by the Fund.
(iii) After the end of each calendar year, each shareholder receives
information for tax purposes regarding the distributions paid during the year
and the amount of any distributions eligible for the dividends received
deduction for corporations.
(iv) Registrant incorporates by reference information concerning the tax
consequences of certain of the Portfolio's tax consequences from "Distribution
and Taxes" in the Feeder Fund's prospectus.
(h) The Trustees of the Trust have considered the advantages and
disadvantages of investing the assets of the Fund in the Portfolio, as well as
the advantages and disadvantages of the two-tier format. Such investment affords
the potential for economies of scale for the Fund and may over time result in
lower expenses. In addition to selling an interest to the Fund, the Portfolio
may sell interests to other affiliated and non-affiliated mutual funds or
institutional investors. Such investors may have different fees than the Fund,
but will invest in the Portfolio on the same terms and conditions and will pay a
proportionate share of the Portfolio's expenses. Information regarding other
investors in the Portfolio may be obtained by contacting Eaton Vance
Distributors, Inc., 24 Federal Street, Boston, MA 02110 (617) 482-8260. Whenever
the Fund as an investor in the Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Fund will hold a meeting of Fund shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from Fund
shareholders. The Fund shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in the Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the Fund to withdraw its
investment in the Portfolio or take other appropriate action.
In the event the Fund withdraws all of its assets from the Portfolio, or
the Board of Trustees of the Registrant determines that the investment objective
of the Portfolio is no longer consistent with the investment objective of the
Fund, such Trustees would consider what action might be taken, including
investing the assets of the Fund in another pooled investment entity or
retaining an investment adviser to manage the Fund's assets in accordance with
its investment objective. The Fund's investment performance may be affected by a
withdrawal of all its assets from the Portfolio.
Item 7. PURCHASE OF SECURITIES BEING OFFERED
(a), (c) - (g) Not applicable. Registrant does not offer its shares for
sale.
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(b) The Fund values its shares once on each day the New York Stock Exchange
(the "Exchange") is open for trading, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). The Fund's net asset value per
share is determined by its custodian, Investors Bank & Trust Company ("IBT"),
(as agent for the Fund) in the manner authorized by the Trustees of the Trust.
Net asset value is computed by dividing the value of the Fund's total assets,
less its liabilities, by the number of Fund shares outstanding. Because the Fund
invests its assets in an interest in the Portfolio, the Fund's net asset value
will reflect the value of its interest in the Portfolio (which, in turn,
reflects the underlying value of the Portfolio's assets and liabilities).
Registrant incorporates by reference information concerning the computation
of net asset value and valuation of Portfolio assets from "Valuing Fund Shares"
in the Feeder Fund prospectus. For further information, see Item 19 of Part B.
Item 8. REDEMPTION OR REPURCHASE OF REGISTRANT'S SHARES
A shareholder has the right to redeem Fund shares by delivering to the
Transfer Agent during its business hours a written request in good order plus
any share certificates, or stock powers if no certificates have been issued.
Redemption will be made at the net asset value next computed after such
delivery. Good order means that all relevant documents must be endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) must
be guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or certain
banks, savings and loan institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered securities associations
as required by a regulation of the Securities and Exchange Commission (the
"Commission") acceptable to the Transfer Agent. In addition, in some cases, good
order may require the furnishing of additional documentation if shares are
registered in the name of a corporation, partnership or fiduciary. Payment will
be made within seven days of the receipt of the aforementioned documents.
In addition to the redemption of shares in the manner described above, the
Registrant, for the convenience of its shareholders, has authorized Eaton Vance
to act as its agent in the repurchase of Fund shares. Eaton Vance will normally
accept orders to repurchase shares by wire or telephone from investment dealers
for their customers at the net asset value next computed after receipt of the
order by the dealer if such order is received by Eaton Vance prior to its close
of business that day. It is the dealer's responsibility to transmit promptly the
repurchase order to Eaton Vance. These repurchase arrangements do not involve a
charge to the shareholder by either the Registrant or its agent; however,
investment dealers may make a charge to the shareholder. Payment will be made
within seven days of the receipt of an order to repurchase provided that the
certificates, or a stock power if no certificates have been issued, have been
delivered to the Transfer Agent in good order as described above.
The Registrant reserves the right to pay the redemption or repurchase price
of Fund shares in whole or in part by a distribution of portfolio securities in
lieu of cash if, in the opinion of management, it seems advisable to do so;
normally, when the redemption or repurchase price equals or exceeds $2,500
portfolio securities will be used by the Registrant. Any portfolio securities so
distributed will be valued at the figure at which they were appraised in
computing the net asset value of Fund's shares. If the portfolio securities so
distributed are sold by the redeeming shareholder he will incur brokerage
commissions or other transaction costs in connection with such sale.
<PAGE>
The right to redeem shares of the Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
or the Fund to dispose of its securities or value its assets, or during any
other period permitted by order of the Commission for the protection of
investors.
Item 9. PENDING LEGAL PROCEEDING
Not applicable
<PAGE>
PART B
Item 10. COVER PAGE
Not applicable
Item 11. TABLE OF CONTENTS
Not applicable
Item 12. GENERAL INFORMATION AND HISTORY
The assets of the Partnership were transferred to the Fund in exchange for
shares of the Fund on August 30, 1996.
Item 13. INVESTMENT OBJECTIVES AND POLICIES
Registrant incorporates by reference additional information concerning the
investment policies of the Portfolio as well as information concerning the
investment restrictions of the Portfolio from "Additional Information about
Investment Policies" and "Investment Restrictions" in Part I of the Feeder Fund
SAI. The Fund is subject to the same investment restrictions as the Portfolio.
The Portfolio's portfolio turnover rate for the period from the start of
business December 31, 1995 to October 31, 1996 was 6%. The Fund's portfolio
turnover rate for its fiscal year ended December 31, 1995 and for the period
ended August 31, 1996 was 0% and 3%, respectively.
(d) Not applicable
Item 14. MANAGEMENT OF THE REGISTRANT
Registrant incorporates by reference additional information concerning the
management of the Portfolio from "Trustees and Officers" in the Feeder Fund SAI.
Persons serving as officers and Trustees of the Portfolio hold the same
positions with the Registrant and the Board of Trustees of Registrant has the
same committees with the same composition as the committees of the Portfolio's
Board.
(c) The fees and expenses of those Trustees of the Registrant and the
Portfolio who are not members of the Eaton Vance organization (noninterested
Trustees) are paid by the Registrant and the Portfolio, respectively. (The
Trustees of the Registrant and the Portfolio who are members of the Eaton Vance
organization receive no compensation from the Registrant or the Portfolio.) For
the twelve months ended October 31, 1996, the noninterested Trustees of the
Registrant and the Portfolio earned the following compensation in their
capacities as Directors and/or Trustees from the funds in the Eaton Vance fund
complex(1):
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Total Compensation
Aggregate Aggregate from Registrant
NAME FROM FUND FROM PORTFOLIO AND FUND COMPLEX
---- --------- -------------- ----------------
Donald R. Dwight $2,610 (4) $1,617 (2) $142,500
Samuel L. Hayes, III 2,698 (5) 1,740 (3) 153,750
Norton H. Reamer 2,626 1,672 142,500
John L. Thorndike 2,751 1,773 147,500
Jack L. Treynor 2,778 1,772 147,500
(1) The Eaton Vance fund complex consists of 212 registered investment
companies or series thereof.
(2) Includes $667 of deferred compensation.
(3) Includes $170 of deferred compensation.
(4) Includes $1,029 of deferred compensation.
(5) Includes $862 of deferred compensation.
Trustees of the Portfolio that are not affiliated with the investment
adviser, BMR, may elect to defer receipt of all or a percentage of their annual
fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
" Trustees' Plan"). Under the Trustees' Plan, an eligible Trustee may elect to
have his deferred fees invested by the Portfolio in the shares of one or more
funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolio's assets, liabilities, and net
income, and will not obligate the Portfolio to retain the services of any
Trustee or obligate the Portfolio to pay any particular level of compensation to
the Trustee. Neither the Registrant nor the Portfolio has a retirement plan for
Trustees.
Item 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(a) Not applicable
(b) As of January 31, 1997, the Trustees and officers of the Registrant, as
a group, owned in the aggregate less than 1% of the outstanding shares of the
Fund. To the knowledge of the Registrant no person of record or beneficially
owned 5% or more of Fund shares, except the following shareholders who owned of
record the approximate percentage of outstanding shares indicated after their
names as of January 31, 1997: Kathleen L. McCarthy and J. Thomas McCarthy,
Trustees of the McCarthy Revocable Trust u/a dtd. 4/7/95, Los Angeles, CA
(5.96%). To the Fund's knowledge, no other person owned of record or
beneficially 5% or more of the Fund's outstanding shares as of such date.
<PAGE>
Item 16. INVESTMENT ADVISORY AND OTHER SERVICES
(a) - (d) Registrant incorporates by reference information concerning
investment advisory and other services provided to the Portfolio from
"Investment Adviser and Administrator" in Part I of the Feeder Fund SAI.
Prior to investing in the Portfolio, the Fund retained Eaton Vance as
investment adviser. The management fees paid by the Registrant to Eaton Vance
for the eight month period ended August 31, 1996 and for the fiscal years ended
December 31, 1995 and 1994 were $997,647, $1,266,428 and $1,096,383,
respectively.
(e) - (g) Not applicable
(h) and (i) Investors Bank & Trust Company ("IBT"), 89 South Street,
Boston, Massachusetts, acts as custodian for the Registrant and the Portfolio.
IBT has custody of all cash and securities representing the Fund's interest in
the Portfolio, has custody of all the Portfolio's assets, maintains the general
ledger of the Portfolio and the Fund and computes the daily net asset value of
interests in the Portfolio and the net asset value of shares of the Fund. In
such capacity it attends to details in connection with the sale, exchange,
substitution, transfer or other dealings with the Portfolio's investments,
receives and disburses all funds, and performs various other ministerial duties
upon receipt of proper instructions from the Registrant and the Portfolio. IBT
charges fees which are competitive within the industry. A portion of the fee
relates to custody, bookkeeping and valuation services and is based upon a
percentage of the Fund's and the Portfolio's net assets and a portion of the fee
relates to activity charges, primarily the number of portfolio transactions.
These fees are then reduced by a credit for cash balances of the particular
investment company at the custodian equal to 75% of the 91-day, U.S. Treasury
Bill auction rate applied to the particular investment company's average daily
collected balances for the week. Landon T. Clay, a Director of EVC and an
officer, Trustee or Director of other members of the Eaton Vance organization,
owns approximately 13% of the voting stock of Investors Financial Services
Corp., the holding company parent of IBT. In view of Mr. Clay's interest in IBT,
the Fund is treated as a self-custodian pursuant to Rule 17f-2 under the
Investment Company Act of 1940, and the Fund's investments held by IBT as
custodian's are thus subject to the additional examinations by the Fund's
independent certified public accountants as called for by such Rule. For the
fiscal year ended October 31, 1996 the Registrant and the Portfolio paid IBT
$87,964 and $125,097, respectively.
Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the
independent certified public accountants for the Registrant and the Portfolio.
As such they provide customary professional services in connection with the
audit function for a management investment company, including services leading
to the expression of an opinion on the financial statements in the annual report
to shareholders and preparation of federal tax returns.
Item 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Security Transactions" in Part I of
the Feeder Fund SAI.
<PAGE>
Prior to investing in the Portfolio, the Fund invested directly in
securities. During the eight month period ended August 31, 1996 and for the
Fund's fiscal years ended December 31, 1995 and 1994, the Fund paid brokerage
commissions of $17,260, $3,900 and $12,600 respectively, on portfolio security
transactions, $15,720 of which for the period ended August 31, 1996, all of
which for the 1995 fiscal year and $5,100 of which for the 1994 fiscal year was
paid in respect of portfolio security transactions aggregating approximately
$9,916,631, $2,069,531 and $4,996,366, respectively, to firms which provided
some research services to Eaton Vance (although many of such firms may have been
selected in any particular transaction primarily because of their execution
capabilities).
Item 18. CAPITAL STOCK AND OTHER SECURITIES
(a) The Declaration of Trust may be amended by the Trustees when authorized
by a majority of the outstanding voting securities of the Trust affected by the
amendment. The Trustees may also amend the Declaration of Trust without the vote
or consent of shareholders to change the name of the Trust or any series or to
make such other changes as do not have a materially adverse effect on the rights
or interests of shareholders or if they deem it necessary to conform the
Declaration to the requirements of federal laws or state laws or regulations.
The Trust or any series may be terminated by: (1) the affirmative vote of the
holders of not less than two-thirds of the shares outstanding and entitled to
vote at any meeting of shareholders of the Trust or the appropriate series, or
by an instrument or instruments in writing without a meeting, consented to by
the holders of two-thirds of the shares of the Trust or a series, provided,
however, that, if such termination is recommended by the Trustees, the vote of a
majority of the outstanding voting securities of the Trust or a series entitled
to vote thereon shall be sufficient authorization; or (2) by means of an
instrument in writing signed by a majority of the Trustees, to be followed by a
written notice to shareholders stating that a majority of the Trustees has
determined that the continuation of the Trust or a series is not in the best
interest of the Trust, or such series or of their respective shareholders.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholder's meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-Laws, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. In addition, the By-laws of the Trust provide that no natural person
shall serve as a Trustee of the Trust after the holders of record of not less
than two-thirds of the outstanding shares have declared that he be removed from
office either by declaration in writing filed with the custodian of the assets
of the Trust or by votes set in person or by proxy at a meeting called for the
purpose. The By-laws further provide that under certain circumstances the
shareholders may call a meeting to remove a Trustee and that the Trust is
required to provide assistance in communicating with shareholders about such a
meeting. The By-laws also provide that the Trustees shall promptly call a
meeting of shareholders for the purpose of voting upon a question of removal of
a Trustee when requested so to do by the record holders of not less than 10 per
centum of the outstanding shares.
<PAGE>
In accordance with the Declaration of Trust of the Portfolio, there will
normally be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event the Trustees of the
Portfolio then in office will call an investors' meeting for the election of
Trustees. Except for the foregoing circumstances and unless removed by action of
the investors in accordance with the Portfolio's Declaration of Trust, the
Trustees shall continue to hold office and may appoint successor Trustees.
The Declaration of Trust of the Portfolio provides that no person shall
serve as a Trustee if investors holding two-thirds of the outstanding interest
have removed him from that office either by a written declaration filed with the
Portfolio's custodian or by votes cast at a meeting called for that purpose. The
Declaration of Trust further provides that under certain circumstances the
investors may call a meeting to remove a Trustee and that the Portfolio is
required to provide assistance in communicating with investors about such a
meeting.
The Declaration of Trust of the Portfolio provides that the Portfolio will
terminate 120 days after the complete withdrawal of the Fund or any other
investor in the Portfolio, unless either the remaining investors, by a majority
vote at a meeting of such investors, or a majority of the Trustees of the
Portfolio, by written instrument consented to by a majority of its investors,
agree to continue the business of the Portfolio. This provision is consistent
with treatment of the Portfolio as a partnership for federal income tax
purposes.
(b) Not applicable
Item 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
(a) The Registrant does not offer shares of the Fund for sale.
(b) Registrant incorporates by reference information concerning valuation
of the Portfolio's assets from "Determination of Net Asset Value" in Part I of
the Feeder Fund SAI.
(c) Not applicable
Item 20. TAX STATUS
The Fund, as a series of a Massachusetts business trust, will be treated as
a separate entity for accounting and tax purposes. The Fund has met the
requirements of subchapter M for the taxable year ending October 31, 1996 and
intends to meet such requirements for the taxable year ending October 31, 1997.
Accordingly, the Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute all of
its net investment income in accordance with the timing requirements imposed by
the Code, so as to avoid any federal income or excise tax on such income. The
Fund's treatment of net realized long-term capital gains is discussed below.
Because the Fund invests its assets in the Portfolio, the Portfolio normally
<PAGE>
must satisfy the applicable source of income and diversification requirements in
order for the Fund to satisfy them. The Portfolio will allocate at least
annually among its investors, including the Fund, each investor's distributive
share of the Portfolio's net investment income and any other items of income,
gain, loss, deduction or credit (other than net realized long-term capital gain
which is discussed below). The Portfolio will make allocations to the Fund in
accordance with the Code and applicable regulations and will make moneys
available for withdrawal at appropriate times and in sufficient amounts to
enable the Fund to satisfy the tax distribution requirements that apply to the
Fund and that must be satisfied in order to avoid federal income and/or excise
tax on the Fund. For purposes of applying the requirements of the Code regarding
qualification as a RIC, the Fund will be deemed (i) to own its proportionate
share of each of the assets of the Portfolio and (ii) to be entitled to the
gross income of the Portfolio attributable to such share.
Allocated net realized long-term capital gains are normally retained by the
Portfolio, and the Portfolio pays the federal tax thereon. When this is done,
the shareholder includes in his personal income tax return his proportionate
share of such gains (as allocated by the Portfolio to the Fund), takes a credit
for the payment of taxes thereon, and increases the tax cost basis of his shares
by an amount equal to such gains less the taxes paid. Due to regulations imposed
by the Internal Revenue Service the Registrant is required to distribute net
realized long-term capital gains (computed on the basis of the one-year period
ending on October 31 of such year) and 100% of any income from the present year
that was not paid out during such year and on which the Fund was not taxed. The
Registrant therefore reserves the right to distribute such capital gains when
required. Certain distributions, if declared in October, November or December
and paid the following January, will be taxed to shareholders as if received on
December 31 of the year in which they are declared.
In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund was not taxed. Further, under current law, provided that the Fund qualifies
as a RIC for federal income tax purposes and the Portfolio is treated as a
partnership for Massachusetts and federal tax purposes, neither the Fund nor the
Portfolio is liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.
<PAGE>
Foreign exchange gains and losses realized by the Portfolio and allocated
to the Fund in connection with the Portfolio's investments in foreign securities
and certain options, futures or forward contracts or foreign currency may be
treated as ordinary income and losses under special tax rules. Certain options,
futures or forward contracts of the Portfolio may be required to be marked to
market (i.e., treated as if closed out) on the last day of each taxable year,
and any gain or loss realized with respect to these contracts may be required to
be treated as 60% long-term and 40% short-term gain or loss. Positions of the
Portfolio in securities and offsetting options, swaps, futures or forward
contracts may be treated as "straddles" and be subject to other special rules
that may, upon allocation of the Portfolio's income, gain or loss to the Fund,
affect the amount, timing and character of the Fund's distributions to
shareholders. Certain uses of foreign currency and foreign currency derivatives
such as options, futures, forward contracts and swaps and investment by the
Portfolio in certain "passive foreign investment companies" may be limited or a
tax election may be made, if available, in order to preserve the Fund's
qualification as a RIC or avoid imposition of a tax on the Fund.
The Portfolio will allocate at least annually to the Fund and its other
investors their respective distributive shares of any net investment income and
net capital gains (except as described above) which have been recognized for
federal income tax purposes (including unrealized gains at the end of the
Portfolio's fiscal year on certain options and futures transactions that are
required to be marked-to-market). Such amounts will be distributed by the Fund
to its shareholders in cash or additional shares, as they elect. Shareholders of
the Fund will be advised of the nature of the distributions.
Certain investors in the Portfolio, including the Fund and other RICs, have
acquired interests in the Portfolio by contributing securities. Due to tax
considerations, during the first five years following the contribution of
securities to the Portfolio by an investor, such securities will not be
distributed to any investor other than the investor who contributed those
securities. Investors who acquire an interest in the Portfolio by contributing
securities and who redeem that interest within five years thereafter will
generally receive back one or more of the securities they contributed. In
partial redemptions by such investors during this period, the Portfolio will
attempt to accommodate requests to distribute initially those contributed
securities and share lots with the highest cost basis.
The Portfolio has significant holdings of highly appreciated securities
that were contributed to the Portfolio by investors other than the Fund. If such
securities were to be sold, the resulting capital gain would be allocated
disproportionately among the Portfolio's investors, with the result that the
Fund would not be subject to taxation on any gain arising prior to the
contribution of the securities to the Portfolio. If any appreciated securities
to be contributed to the Portfolio by the Fund are sold, the resulting capital
gain would be allocated to the Fund.
Any loss realized upon the redemption or exchange of shares with a tax
holding period of 6 months or less will be treated as a long-term capital loss
to the extent of any distribution of net long-term capital gains with respect to
such shares. All or a portion of a loss realized upon a taxable disposition of
Fund shares may be disallowed under "wash sale" rules if other Fund shares are
purchased (whether through reinvestment or dividends or otherwise) within 30
days before or after the disposition. Any disallowed loss will result in an
adjustment to the shareholder's tax basis in some or all of the other shares
acquired.
<PAGE>
The Fund will not be subject to Massachusetts income, corporate excise or
franchise taxation as long as it qualifies as a RIC under the Code.
Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number and
certain required certifications, as well as shareholders with respect to whom
the Fund has received notification from the Internal Revenue Service or a
broker, may be subject to "backup" withholding of federal income tax from the
Fund's taxable dividends and distributions and the proceeds of redemptions
(including repurchases and exchanges) at a rate of 31%. An individual's taxpayer
identification number is generally his or her social security number.
Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on the Fund's distributions from its ordinary income and the excess of
its net short-term capital gain over its net long-term capital loss, unless the
tax is reduced or eliminated by an applicable tax treaty. Distributions from the
excess of the Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of the Fund generally will not be subject to U.S. Federal
income taxation, provided that non-resident alien status has been certified by
the shareholder. Different U.S. tax consequences may result if the shareholder
is engaged in a trade or business in the United States, is present in the United
States for a sufficient period of time during a taxable year to be treated as a
U.S. resident, or fails to provide any required certifications regarding status
as a non-resident alien investor. Foreign shareholders should consult their tax
advisers regarding the U.S. and foreign tax consequences of an investment in the
Fund.
Shareholders should consult their own tax advisers with respect to these or
other special tax rules that may apply in their particular situations, as well
as the state, local or foreign tax consequences of investing in the Fund.
The foregoing discussion does not describe many of the tax rules applicable
to IRAs nor does it address the special tax rules applicable to certain other
classes of investors, such as other retirement plans, tax-exempt entities,
insurance companies and financial institutions. Shareholders should consult
their own tax advisers with respect to these or other special tax rules that may
apply in their particular situations, as well as the state, local or foreign tax
consequences of investing in the Fund.
<PAGE>
Item 21. UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
Fund shares.
Item 22. CALCULATION OF PERFORMANCE DATA
Not applicable
Item 23. FINANCIAL STATEMENTS
Registrant incorporates by reference the audited financial information for
the Registrant and the Portfolio contained in the Fund's shareholder report for
the fiscal year ended October 31, 1996 as previously filed electronically with
the Commission on January 3, 1997 (Accession Number 0000950156-97-000029).
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) THE FOLLOWING FINANCIAL STATEMENTS ARE INCORPORATED BY REFERENCE TO THE
REPORT TO SHAREHOLDERS OF VANCE SANDERS EXCHANGE FUND DATED OCTOBER 31,
1996 (ACCESSION NO.
0000950156-97-000029):
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes In Net Assets
Financial Highlights For the last Five Years Ended
Notes to Financial Statements
Independent Auditor's Report
(b) Exhibits:
(1) Declaration of Trust of the Registrant dated June 24, 1996,
filed as Exhibit (1) to Amendment No. 19 and incorporated
herein by reference.
(2) By-laws of the Registrant dated June 24, 1996, filed as
Exhibit (2) to Amendment No. 19 and incorporated herein
by reference.
(3) Not Applicable
(4) Not Applicable
(5) Not Applicable
(6) Not Applicable
(7) The Securities and Exchange Commission has granted the
Registrant an exemptive order that permits the Registrant
to enter into deferred compensation arrangements with its
independent Directors. See in the Matter of Capital
Exchange Fund, Inc. , Release No. IC-20671
(November 1, 1994).
(8) Custodian Agreement dated August 30, 1996, filed as Exhibit
(8) to Amendment No. 19 and incorporated herein
by reference.
<PAGE>
(9) Administrative Services Agreement with Eaton Vance
Management dated August 30, 1996, filed as Exhibit (9) to
Amendment No. 19 and incorporated herein by reference.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable
Item 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of Record
TITLE OF CLASS HOLDERS
-------------- -------
Shares of Beneficial 446
Interest as of January 31, 1997
Item 27. INDEMNIFICATION
Article IV of the Registrant's Declaration of Trust permits Trustee and
officer indemnification by By-law, contract and vote. Article XI of the By-Laws
contains indemnification provisions. Registrant's Trustees and officers are
insured under a standard mutual fund errors and omissions insurance policy
covering loss incurred by reason of negligent errors and omissions committed in
their capacities as such.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Registrant incorporates herein by reference the information set forth under
the caption "Investment Adviser and Administrator" from Part I of the Feeder
Fund's SAI.
<PAGE>
Item 29. PRINCIPAL UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
its shares.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books, and documents required to be maintained by
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the possession and custody of the Registrant's
custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02110,
and the Registrant's transfer agent, First Data Investor Services Group, 4400
Computer Drive, Westborough, Massachusetts 01581-5120, with the exception of
certain corporate documents and portfolio trading documents as prescribed and
listed in Rules 31a-1(b), (4), (5), (6), (7), (9), (10), and (11) which are in
the possession and custody of the Registrant's Treasurer at 24 Federal Street,
Boston, Massachusetts 02110. Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of the Portfolio's investment
adviser, BMR, 24 Federal Street, Boston, Massachusetts 02110.
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and Commonwealth of
Massachusetts, on the 28th day of February, 1997.
EATON VANCE SERIES TRUST
By /S/ JAMES L. O'CONNOR
--------------------------------------
James L. O'Connor, Treasurer
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> VANCE SANDERS EXCHANGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 40,916
<INVESTMENTS-AT-VALUE> 270,797
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 270,797
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 237
<TOTAL-LIABILITIES> 237
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 40,679
<SHARES-COMMON-STOCK> 662
<SHARES-COMMON-PRIOR> 665
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 229,881
<NET-ASSETS> 270,560
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 319
<EXPENSES-NET> 33
<NET-INVESTMENT-INCOME> 286
<REALIZED-GAINS-CURRENT> 666
<APPREC-INCREASE-CURRENT> 20,786
<NET-CHANGE-FROM-OPS> 21,738
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 286
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 345
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 3
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,741
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 33
<AVERAGE-NET-ASSETS> 264,632
<PER-SHARE-NAV-BEGIN> 376.86
<PER-SHARE-NII> 0.451
<PER-SHARE-GAIN-APPREC> 32.229
<PER-SHARE-DIVIDEND> (0.431)
<PER-SHARE-DISTRIBUTIONS> (0.519)
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 408.59
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
